WEBSITE TERMS AND CONDITIONS

Effective Date: February 22, 2022

These terms and conditions (the “Terms and Conditions”) constitute a legally binding and enforceable agreement between you, whether personally or on behalf of an entity for which you have the authority to bind (“you”), and Tell Me Now Inc. (“Company“, “we”, “us”, or “our”), concerning your access to and use of the tellmenow.ca website, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

1. TERMS AND CONDITIONS

1.1 By using the Site, you represent and warrant that:

(1) you have read, understood, and agreed to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY;

(2) you have the legal capacity to comply with these Terms and Conditions;

(3) you are not a minor in the jurisdiction in which you reside;

(4) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;

(5) you will not use the Site for any illegal or unauthorized purpose; and

(6) your use of the Site (including the disclosure of any personal information on or through the Site) will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Site (or any portion thereof).

1.2 Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions Use by your continued use of the Site after the date such revised Terms and Conditions are posted.

1.3 The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

1.4 The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Site or register an Account with us through the Site.  

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Unless otherwise indicated, the Site and all contents thereon are, including but not limited to, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”), are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Canada, international copyright laws, and international conventions.

2.2 The Site, the Content, and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

2.3 Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and/or the Marks.

 3. PROHIBITED ACTIVITIES

3.1 You may not access or use the Site for any purpose other than the purpose for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

3.2 As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
3. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
4. Use any information obtained from the Site in order to harass, abuse, or harm another person.
5. Make improper use of our support services or submit false reports of abuse or misconduct.
6. Use the Site in a manner inconsistent with any applicable laws or regulations.
7. Engage in unauthorized framing of or linking to the Site.
8. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
10. Use, upload, modify, or distribute any data or intellectual property belonging to a third party, without prior proper authorization.
11. Delete the copyright or other proprietary rights notice from any Content.
12. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
13. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
14. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
15. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
16. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
17. Use a buying agent or purchasing agent to make purchases on the Site.
18. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating Accounts by automated means or under false pretenses.
19. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

3.3 Any use of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Site.

4.  SUBMISSIONS

4.1 You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. 

5.THIRD-PARTY WEBSITE AND CONTENT

5.1 The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

6.  ACCOUNTS AND CONTRIBUTIONS

6.1 When you create an account on our Site (an “Account”), you agree to:

1. Comply with these Terms and Conditions.
2. Be solely responsible for your Account and the security and privacy of your Account, including passwords or sensitive information attached to that Account.
3. Provide us with information (including personal information) that is current, complete, and accurate and to promptly update us of any changes to your personal information.

6.2 We reserve the right to suspend or terminate your Account, without any compensation to you, if you are using our Site illegally or if you violate these Terms and Conditions.

6.3 If you establish an Account, you will have the opportunity to create, submit, post, display, publish, distribute, and broadcast content and materials on our Site in the following formats:

• Photographs;
• Videos; and
• Public comments

(collectively, “Contributions”).

6.4 All required consents must be obtained by you from the individuals or contributors to the Contributions prior to being posted.

6.5 Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary.

6.6 When you create or make available any Contributions, you represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms and Conditions.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to, without consideration, use the name or likeness of each and every such identifiable individual person as part of the Contributions in any manner contemplated by the Site and these Terms and Conditions.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions, or any applicable law or regulation.

6.7 By posting publicly on our Site, you agree not to act illegally or violate these Terms and Conditions.

7. CONTRIBUTION LICENSE

7.1 By posting your Contributions to any part of the Site, you automatically grant us, and you represent and warrant that you have the right to grant us, without the necessary of any further consideration or documentation, an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, any images, voice recordings, and personal information) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution of the Contributions by us may occur in any media formats and through any media channels, and will apply to any form, media, or technology now known or hereafter developed. You expressly and irrevocably waive any and all moral rights in your Contributions, and you represent and warrant that no third party has any intellectual property rights (including moral rights) in or to your Contributions.

7.2 We do not assert any ownership over your Contributions. You will retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We will not be responsible or liable for any statements or representations in your Contributions. You will be solely responsible for your Contributions and interactions with the Site.

7.3 We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions. 

8.  PAYMENT PLANS

8.1 If you have signed up for a payment plan, you hereby authorize the use, access, and disclosure of your financial information by us and our third party financial processing company until your payment plan is complete.

8.2 You agree to make every attempt to request a refund with us prior to attempting a chargeback with your financial institution or credit card provider. In the event of a chargeback attempt, you expressly agree to forfeit your Account. We reserve the right to present proof your access and these Terms and Conditions to the relevant financial institution or provider.

8.3 If we believe your payment has violated any law or these Terms and Conditions, we reserve the right to cancel or reverse your transaction.

9. SITE MANAGEMENT

9.1 We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions, the webpage set up by you, or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site. 

10.  USER DATA

10.1 We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.

10.2 You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

11.  PRIVACY POLICY

11.1 We care about your privacy rights. By using the Site, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms and Conditions. Please be advised that the Site is hosted in Canada. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada, then through your continued use of the Site, you are transferring your data to Canada, and you agree to have your data transferred to and processed in Canada.

12. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

12.1 In accordance with Canada’s anti-spam legislation, and in furtherance of our Anti-Spam Policy available on the Site (and incorporated by reference herein), you hereby consent to receive commercial electronic messages from us.

12.2 YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

13.  MODIFICATIONS AND INTERRUPTIONS

13.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.  

13.2 We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

14. DISCLAIMER AND LIMITED WARRANTY

14.1 There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

14.2 THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.3 WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

15. LIABILITY

15.1 We (including or our shareholders, directors, employees, officers, contractors, agents, and legal representatives) will not be responsible, and accept no liability, for any losses, damages, costs, expenses, actions, or liability whatsoever (including but not limited to direct, indirect, consequently, exemplary, incidental, special, or punitive damages, costs, or expenses, whether based upon goodwill, lost profits or revenue, loss of data, loss of use) suffered or incurred by you or any party arising out of or in any way in connection with the Site, your Contributions, or your Account. Our total cumulative liability will be limited to the lesser of the aggregate amount paid by you to us and Two Thousand Dollars ($2,000 CDN).

15.2 You agree to indemnify, defend, and hold us, our shareholders, directors, officers, contractors, agents, and legal representatives (each an “Indemnitee”) from and against all demands, costs, penalties, expenses, liabilities, injuries, losses, and damages whatsoever (collectively, “Losses”) suffered or incurred by an Indemnitee, and all actual or threatened claims, demands, grievances, actions, suits, or proceedings (collectively, a “Claim”) made against an Indemnitee, to the extent such Losses or Claims are attributable to or arising out of: (1) your Contributions; (2) your use of the Site; (3) your breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) your violation of the privacy rights of a third party; or (7) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

15.3 You hereby fully, irrevocably, and unconditionally waive, release, acquit, remise, and forever discharge each Indemnitee, individually or collectively, from any and all Claims you may have against an Indemnitee arising from or relating to the Site and/or your Account. YOU ACKNOWLEDGE THAT THIS IS A WAIVER OF YOUR LEGAL RIGHTS.

15.4 This Section 15 will survive without limitation as to time.

16.   TERM AND TERMINATION

16.1 These Terms and Conditions shall remain in full force and effect while you use the Site and for the duration of your Account. Once your Account with us has closed, the account and the Contributions thereon will no longer be hosted by our site and therefore will not be accessible by us, you, or any third party. We may, at any time prior to the last day of your Account, offer you the opportunity to purchase a permanent rendition of the Contributions. If you choose not to purchase such rendition, or if such rendition is not made available, it will be your sole responsibility to save any Contributions before your Account is closed.

16.2 WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION AND WITHOUT PENALTY TO US.

16.3 If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

17.   GOVERNING LAW AND DISPUTE RESOLUTION

17.1 These Terms and Conditions are governed by the laws of the

Province of Ontario and the federal laws of Canada.  

17.2 To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (or any related documents) brought by either you or us, we will use best efforts to resolve any dispute, controversies, and claims with respect to this Agreement amicably through nonbinding discussions. If a resolution cannot be found, the issue shall be referred to a mediator agreed upon by both of us. If we cannot agree on the identity of a mediator, or should mediation fail to bring about a resolution to the dispute, such dispute shall then be transferred to a single arbitrator.

The arbitrator shall be appointed by agreement between us, or, in default of agreement, such arbitrator shall be appointed by a Judge of the Ontario Superior Court of Justice upon the application of any of the Parties. The arbitration shall be held in Regional Municipality of Durham, Ontario, and conducted in English.  The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario) and these Terms and Conditions. The arbitrator shall have the power to proceed with the arbitration and to deliver an award notwithstanding the default by any party in respect of any procedural order made by the arbitrator.  The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom.  Any award for the payment of money may include pre-award and post- award interest. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator may apportion costs of the arbitration, including the reasonable legal fees and disbursements, between us in such manner as the arbitrator considers reasonable. The arbitration will be kept confidential and the existence of the proceeding and any element of it (including any proposals, pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) will not be disclosed beyond the arbitrator, you and I, our respective counsel, and any expert person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration, as may be reasonably necessary for the enforcement of the arbitration award, or as permitted by these Terms and Conditions.

17.3 This Section 17 will survive without limitation as to time.

18. MISCELLANEOUS

18.1 These Terms and Conditions and any other documents posted by us on the Site or relating to the Site constitute the entire agreement and understanding between you and us and supersede all prior discussions and correspondence between us. Neither of us shall be bound by any conditions, definitions, warranties, or representations with respect to any of the terms or conditions hereof other than as expressly provided in these Terms and Conditions or related documents.

18.2 If any part of these Terms and Conditions is ruled invalid or unenforceable, these Terms and Conditions shall continue to be effective as if the invalid or unenforceable part was not included.

18.3 Our failure or delay to enforce, or insist upon strict performance of, any provision of these Terms and Conditions does not constitute a waiver of such provision or in any way affects the enforceability of these Terms and Conditions (or any part) or deprive us of the right, at any time or from time to time, to enforce or insist upon strict performance of that provision or any other provision of these Terms and Conditions. Any waiver by us is effective only if in writing and signed. A waiver by us of any instance of your non-compliance or anticipated non-compliance will not be deemed a waiver of subsequent instances of non-compliance.

18.4 We may assign any or all of our rights and obligations to others at any time.

18.5 Where the Consumer Protection Act, or any other consumer protection legislation applies and cannot be excluded, these Terms and Conditions will not limit your legal rights and remedies under that legislation. These Terms and Conditions will be read subject to the mandatory provisions of that legislation. If there is a conflict between these Terms and Conditions and that legislation, the mandatory provisions of the legislation will apply.

18.6 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You do not have the right to use our name, tradename(s), trademark(s), or logo(s) without our prior written consent.

18.7 These Terms and Conditions may be amended from time to time by us. We will notify users by e-mail of changes to these Terms and Conditions or post a notice on our Site.

18.8 You agree that these Terms and Conditions will not be construed against us by virtue of us having drafted them.

18.9 You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the fact that these Terms and Conditions have not been executed by you. By using the Site, and (if applicable) opening an Account with us, you acknowledge that you have read and understood these Terms and Conditions and agree to abide by them.

18.10 Please contact us at hello@tellmenow.ca if you have any questions or concerns. You can also contact us through the feedback form available on our Site.